Exhibit 10.2


 




Golub Capital BDC 4, Inc.


200 Park Avenue, 25th Floor


New York, New York 10166


 


Re: Investment Advisory
Agreement between Golub Capital BDC 4, Inc. and GC Advisors LLC


 


This
waiver letter agreement (this “Waiver Letter”) to the Investment Advisory Agreement, dated as of April 1, 2022
(the “Agreement”), by and between Golub Capital BDC 4, Inc., a Maryland corporation
(the “Corporation”), and GC Advisors LLC, a Delaware limited liability company (the “Adviser”),
is made this 1st day of April 2022.


 


Solely
with respect to the period prior to the Initial Closing (as defined below), the Adviser hereby agrees to waive any reimbursement by the
Corporation for any expenses the Adviser incurs on the Corporation’s behalf in connection with the Corporation’s formation
and closing of the first offering of shares of the common stock of the Corporation in an aggregate amount in excess of seven hundred
thousand dollars ($700,000).


 


Unless
otherwise indicated, capitalized terms shall have the meanings ascribed to them in the Agreement.


 


For
periods ending on or prior to the date of the closing of a Liquidity Event, the Adviser hereby agrees to waive (i) in the case of
the Base Management Fee, the Base Management Fee, calculated in accordance with the Agreement, in excess of an annual rate equal to 0.50%
of the fair value of the average adjusted gross assets of the Corporation and (ii) in the case of any Incentive Fee, the Incentive
Fee calculated in accordance with the Agreement in excess of amounts calculated in accordance with Schedule A hereto.


 


In
addition to the foregoing waiver, for periods ending on or prior to the second anniversary of the Initial Closing (the “waiver
period”), the Adviser hereby agrees to waive all Income Incentive Fees payable pursuant to the Agreement. The Adviser also
hereby agrees to defer payment of any Capital Gain Incentive Fee determined in accordance with the Agreement on any date during the waiver
period, and a Capital Gain Incentive Fee will be paid only if and to the extent a Capital Gain Incentive Fee becomes payable as of any
date after the conclusion of the waiver period. For the avoidance of doubt, any calculations in the Agreement with respect to Incentive
Fees that purport to be cumulative in nature shall continue to be calculated without regard to any such waivers on a cumulative basis
in accordance with the Agreement and not from the end of the waiver period. “Initial Closing” means the date on which
capital commitments are first accepted by the Corporation.


 


Except as expressly
amended hereby, the Agreement remains in full force and effect.


 


No
waiver of any provision of this Waiver Letter, nor consent to any departure by either party therefrom, shall in any event be effective
unless the same shall be in writing and signed by a duly authorized officer of the party to be charged with the waiver or consent, and
then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.


 






    	 		 



     


    

 


This
Waiver Letter and the Agreement contain the entire agreement of the parties and supersede all prior agreements, understandings and arrangements
with respect to the subject matter hereof and thereof. This Waiver Letter shall be construed in accordance with the laws of the State
of New York and the applicable provisions of the Investment Company Act. To the extent the applicable laws of the State of New York,
or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control.


 


This
Waiver Letter may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party,
but all of such counterparts together shall constitute one agreement.


 


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Blank]


 






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	 	 	Very
    truly yours,
	 	 	 
	 	 	GC
    ADVISORS LLC
	 	 	 
	 	 	By:	         
	 	 	Name:  David
    B. Golub
	 	 	Title:    President
	 	 	 


 


	ACKNOWLEDGED
    AND AGREED:	 	 
	 	 	 
	GOLUB
    CAPITAL BDC 4, INC.	 	 
	 	 	 
	By:	            	 	 
	Name:
    David B. Golub	 	 
	Title:  
    President and Chief Executive Officer	 	 


 


[Signature page
to Waiver Letter to Investment Advisory Agreement]


 



    	 		 



     


    

 


SCHEDULE
A


 


Calculation
of Incentive Fee


 


Income and Capital
Gain Incentive Fee Calculation


 


Income
Incentive Fee


 


Pre-Incentive
Fee Net Investment Income, expressed as a rate of return on the value of the net assets of the Corporation at the end of the immediately
preceding calendar quarter, shall be compared to a fixed “hurdle rate” of 1.75% quarterly.


 


The
Income Incentive Fee component of the Income and Capital Gain Incentive Fee Calculation with respect to the Pre-Incentive Fee Net Investment
Income of the Corporation shall be calculated quarterly, in arrears, as follows:


 


		·	zero
                                            in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed
                                            the hurdle rate;



 


		·	100%
                                            of the Pre-Incentive Fee Net Investment Income of the Corporation, if any, that exceeds the
                                            hurdle rate until amounts payable to the Adviser pursuant to the Income Incentive Fee equal
                                            10% of Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply. This portion
                                            of the Pre-Incentive Fee Net Investment Income is referred to as the “catch-up”
                                            provision; and



 


		·	10%
                                            of the amount of the Pre-Incentive Fee Net Investment Income of the Corporation, if any,
                                            that exceeds the catch-up provision in any calendar quarter.



 


Capital
Gain Incentive Fee


 


The
Capital Gain Incentive Fee shall equal (a) 10% of the Capital Gain Incentive Fee Base of the Corporation, if any, calculated in
arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), commencing
with the year ending December 31, 2022, less (b) the aggregate amount of any previously paid Capital Gain Incentive Fees.


 


Limitation on Incentive Fee


 


The
Incentive Fee Cap in any quarter shall be equal to the difference between (a) 10% of Cumulative Pre-Incentive Fee Net Income and
(b) cumulative Income Incentive Fees and Capital Gain Incentive Fees paid to the Adviser by the Corporation since the effective
date of the Corporation’s election to be regulated as a business development company.


 






    	 		 



     


    

 


For
the avoidance of doubt, for periods beginning after the date of the closing of a Liquidity Event, the Incentive Fee Cap in any quarter
shall be equal to the difference, if positive, between (a) the sum of (i) 20% of Cumulative Pre-Incentive Fee Net Income for
the period beginning on the date immediately following the closing of a Liquidity Event and (ii) 10% of Cumulative Pre-Incentive
Fee Net Income for the period from the effective date of the Corporation’s election to be regulated as a business development company
and ending on the date of the closing of a Liquidity Event and (b) cumulative Income Incentive Fees and Capital Gain Incentive Fees
paid (net of waivers) to the Adviser by the Corporation from the effective date of the Corporation’s election to be regulated as
a business development company.


 


Subordinated
Liquidation Incentive Fee


 


The
Adviser agrees to waive the Subordinated Liquidation Incentive Fee for periods ending prior to the date of the closing of a Liquidity
Event.


 






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